BEST EXECUTION POLICY Effective from 3 January 2018
TABLE OF CONTENT 1. Introductory provisions 2. Execution Venues and Quality of Executions 3. Execution venues where the Company executes customer's instructions 4. Orders and Instructions 5. Strategy for executing of instruction under the best conditions 6. Treating customer instructions 7. OTC transactions 8. Systematic Internaliser (SI) 9. Off-Book On-Exchange Executions 10. Executing of FX operations related to provision of investment services 11. General provisions -2-
Article 1 Introductory provisions 1.1. Strategy for execution of instructions under the best conditions (hereinafter referred to as "the strategy") applies to customers of WOOD & Company Financial Services, a.s. (hereinafter referred to as "the company"). Services rendered to eligible counterparties do not make the company to follow the obligations associated with execution of the instructions under the best conditions. 1.2. The company shall do its best to achieve the best possible result when executing the instructions of the customer in relation to the investment services for the investment instruments where there is no specific instructions from the customer. The company employs the strategy for rendering of the following investment services: (i) receiving and transmitting instructions of the customer related to investment instruments, (ii) executing such instructions, and (iii) providing portfolio management. Article 2 Execution venues and quality of execution 2.1. The key objective of the execution policy is determination of an appropriate execution venue for each instruction. When executing the instructions, the company can use following executing venues: a) regulated markets, b) multilateral trading facilities, c) organized trading facilities, d) systematic internalisers, e) market makers and other liquidity providers, f) non-eu markets and other entities that performs a similar function as the execution venues mentioned under a ) to e) above. 2.2. The company will use reasonable endeavours not to discriminate unfairly between execution venues. A list of the main execution venues upon which the company places significant reliance is included in Article 3. 2.3. The company will publish annually top five execution venues according to trading volume where the company executed client orders in the preceding year and information on the quality of execution obtained. Article 3 Execution venues where the Company executes customer's instructions Country Approach Execution venue Czech Republic member Prague Stock Exchange Poland member Warsaw Stock Exchange Hungary member Budapest Stock Exchange Austria member/third party Vienna Stock Exchange -3-
Country Approach Execution venue Romania member Bucharest Stock Exchange Bulgaria third party Bulgarian Stock Exchange - Sofia Slovenia member Ljubljana Stock Exchange Dubai member NASDAQ Stock Dubai USA third party NYSE, NASDAQ Stock Exchanges Canada third party Toronto Stock Exchange Germany third party Frankfurt Stock Exchange XETRA Great Britain third party London Stock Exchange Italy third party Italian Stock Exchange Netherlands third party NYSE EURONEXT Amsterdam France third party NYSE EURONEXT Paris Belgium third party NYSE EURONEXT Brussels Denmark third party OMX Copenhagen Stock Exchange Sweden third party OMX Stockholm Stock Exchange Finland third party OMX Helsinki Stock Exchange Norway third party Oslo Børs Switzerland third party Swiss Stock Exchange Ireland third party Irish Stock Exchange Malta third party Malta Stock Exchange Greece third party Athens Stock Exchange Turkey third party Istanbul Stock Exchange Croatia third party Zagreb Stock Exchange Serbia third party Beograd Stock Exchange Slovakia third party Bratislava Stock Exchange Russia third party Moscow Exchange Estonia third party Tallinn Stock Exchange Latvia third party Riga Stock Exchange Lithuania third party Vilnius Stock Exchange Israel third party Tel Aviv Stock Exchange Nigeria third party The Nigerian Stock Exchange South Africa third party Johannesburg Stock Exchange Japan third party Tokyo Stock Exchange Hong Kong third party Hong Kong Exchange Singapore third party Singapore Exchange -4-
3.1. Should the company access a new execution venue or stop participation on any execution venue or change the access to a relevant execution venue, the company customers shall be informed via website of the company at www.wood.cz. 3.2. In cases where the company is not a direct member of any relevant execution venue and transmits the instruction to other entities for execution, the company will do so in accordance with the best interests of its clients and will take all sufficient steps to obtain the best possible result for its clients. However, the company might not be able to to demonstrate execution of the instruction under the best conditions to the client in relation to each individual deal. However, the company monitors performance of the strategy in this case as well. Article 4 Orders and Instructions 4.1. Should the customer make a specific instruction (i.e. an act-based instruction or limit), the company shall execute the order according to the customer's instruction. 4.2. Standard orders Should the investment instruction be dealt on one execution venue, the company processes the instruction on this execution venue while considering the factors and nature of the instruction (market liquidity, size of the instruction, transaction costs, nature of transaction - see below). Should the investment instruction be dealt on more execution venues at the same time, the company considers the factors and nature of the instruction (market liquidity, size of the instruction, transaction costs, nature of transaction - see below) and priorities of the customer (e.g. wish of the customer with respect to denomination and clearing centre used for the instruction). An alternative to dealing on the execution venues is dealing against own account in case such execution would bring the best result to the customer. As regards shares admitted to trading on regulated markets in which the company is not acting as systematic internaliser, the execution against own account is possible only on an ad-hoc and irregular basis or in specific transactions that do not contribute to the price discovery process. The OTC trading is used by the company only for customers who approved the dealing in advance. 4.3. Routing orders Routing orders are those bearing all information regarding where, how and when the instruction should be executed; all properties and factors of the instruction are defined by the customer and the company only processes the instruction directly on the execution venue determined by the customer and checks legitimacy and technical correctness of the instruction. Should the company classify the instruction as illegitimate, the customer shall be notified as specified in contract or identically to the way the instruction was submitted by the client. 4.4. Specific instructions Should there be specific instructions by the customer including request to process the instruction on other execution venue, the company shall take all reasonable steps to provide the customer with best possible result while taking account the specific nature of the instruction or any part thereof. Should the specific instructions or any part thereof not be comprehensible, the company shall define these unspecified parts according to the strategy. Customers shall be aware that any specific instructions from a customer may prevent the company from taking the steps to obtain the best possible result for the execution of those orders. -5-
Article 5 Strategy for executing of instruction under the best execution 5.1. Within its strategy, the company strives to find a balance among factors of the customer order and execute the same within limits available to the company though some of the factors may be contradictory. 5.2. The company assumes the following factors for determining how the customer's orders shall be processed: Factor Probability of executing the instruction Price attainable at the execution venue Clearing conditions Speed at which the instruction can be executed Costs for executing of the instruction Nature of the instruction (particularly size) Nature of financial instrument included in the instruction (specifics of the instrument, its liquidity etc.) Nature of execution venue where the instrument may be directed (other specifics of individual markets) 5.3. When processing orders at the customer's expenses, the company also considers nature of the customer in addition to the factors given above (habits of the customers). 5.4. When considering the factors, the company gives the highest priority to market liquidity and attainable price at the execution venue (or probability of execution of the instruction with respect to volume of the deal requested). The most liquid execution venues are usually followed up by effective clearing systems at lower costs. The company does not charge the customer with any fees paid to third parties; the customer only pays remuneration for the instruction and amount thereof is known in advance. The company does not structure or charge its commissions in such a way as to discriminate unfairly between execution venues. 5.5. When effective, the company's strategy is to be a direct member of an exchange (regulated market) being the most liquid execution venues for dealing of local shares in order to achieve the best prices possible. Should a title be dealt on more execution venues, the company shall prefer the point of the highest liquidity (with respect to denomination and place of clearing the deal). 5.6. Approach for evaluation of the factors and nature of the customer: Should the company receive a deal instruction of which volume conforms to standard market deal size, the company shall then likely put emphasis on the best attainable price as well as related costs at the moment of executing the deal. However in case of large volume instructions with an impact on market or should the deal size exceed market liquidity, the company considers other factors as well. In this case, the instrument may be executed in several phases and not necessarily at the best market price should sufficient liquidity not be available. In this case, emphasis on likelihood of the -6-
instruction execution shall be put. Another aspect with potential effect on execution of the instruction is the customer's intent pursued by the instruction. Should the customer hedge against risk resulting from its other position, the speed of the instruct execution may be accentuated. Furthermore, execution of the instruction may be different in case of less standard deals or deals made on non-regulated markets. In this case, the company must differently evaluate eligibility of the counterparties or it may be difficult to get comparable prices due to their inexistence on other markets. Credit risk, business terms and conditions, transparency of costs etc. are important factors as well. 5.7. In case of rendering services to a retail customer, the highest and sole emphasis is put on the best prices for customers, i.e the best possible result shall be determined in terms of the total consideration, representing the price of the investment instrument and the costs relating to execution. Article 6 Treating customer orders 6.1. Company monitors all communication channels intended for receiving of orders and they enter the same to the internal system of the company without undue delay (regarding the Czech market, the order should be entered within 15 seconds according to the exchange rules). The instruction must be clear and comprehensible - regarding quantity, direction, number of securities, name of securities and limit. Should a price limit exist, it must conform to interpretation of the exchange rules. Should a fix instruction be given, the price limit must respect the quotation steps. 6.2. The company shall clear comparable orders from customers as time order they were received and comply with applicable price limits. Should the company receive an instruction from its customer of which volume significantly exceeds usual size of the orders entered, the company brokers shall try to execute the order without undue delay and with professional care. However, there may be a situation when the company receives an order related to securities in significantly lower volume in the course of executing the above mentioned instruction; in this case, the lower volume instruction may be executed also in the course of the larger one albeit received earlier. Broker's obligation is acting with professional care towards both customers and providing the best execution in the sense of attributes of the instruction. 6.3. The company shall principally follow instructions of the customer under the best conditions by ensuring the best results for the customer as described in Art. 5 and 6. 6.4. The company will sell the investment instruments for higher price or purchase the same for price lower than specified in the customer's instruction if possible also without consent of the customer. 6.5. Detail rules for treatment of the instructions from customers are described in the Company s internal rules Administrative procedures and Rules for Treatment of Customers. -7-
Article 7 OTC Transactions 7.1. As an alternative to regulated markets and other execution venues, the company offers execution of the customer instruction from its own account either acting as systematic internaliser or OTC. Under certain conditions, customer's instruction can be executed from the company's account at price either more favourable or equal to the price attainable on the execution venue. The deals are cleared identically to dealing on the regulated markets. It is company's obligation to publish quotations and volumes the company is able to deal at any moment within so called pre-deal transparency. 7.2. The quoted volume in the pre-deal transparency corresponds to current condition of the Standard Market Size for liquid shares; for non-liquid shares where the pre-deal transparency is not required, the quotations for these investment instruments are communicated to customers upon their request. Following execution, the deals shall be published on an accessible place. 7.3. Should the company use an entity for execution of the customer's instruction licensed for rendering of services on the capital market of which regulation is comparable to the regulation applicable to the company, the company shall not be required to check whether each individual instruction was reviewed by the entity with respect to the strategy for execution of instructions under the best conditions. However, the company shall monitor on ongoing basis whether the entity conforms to the strategy requirements in general. Should the company find out the performance of the entity does not comply with the strategy requirements, the company shall take all reasonable remedial steps without undue delay. Should third party fail to execute an instruction in conformity with the strategy of WOOD & Company, the company shall take all reasonable remedial steps. 7.4. The customers are provided with the strategy also in case they approve execution of the instructions outside regulated markets and multi-side dealing systems. 7.5. The company considers particularly the following factors when selecting a third party through which the instructions are executed: capital equity of the company competition position ability for securing of liquidity history of the company reputation market position conduct of the company response to initial demand by WOOD & Company 7.6. The company monitors on ongoing basis, and particularly in case of significant market changes, appropriateness of selection of the third party with respect to current capital market conditions. The ongoing monitoring means particularly auditing of Trading department whether the selected company's position is still in compliance with the factors given above. Similar evaluation of third parties is conducted in compliance with legislation applicable to security dealers at least annually by Middle Office department. -8-
7.7. As regards shares admitted to trading on regulated markets in which the company is not acting as systematic internaliser, the execution against own account is possible only on an ad-hoc and irregular basis or in specific transactions that do not contribute to the price discovery process. Article 8 Systematic Internaliser ( SI ) 8.1. The company decided to become SI for shares traded on central and eastern Europe trading venues, particularly on: a) Prague Stock Exchange, b) Warsaw Stock Exchange, c) Bucharest Stock Exchange, d) Vienna Stock Exchange, e) Budapest Stock Exchange, f) Ljubljana Stock Exchange, g) Zagreb Stock Exchange, h) Bulgarian Stock Exchange Sofia, and i) Athens Exchange 8.2. Should the company becomes or stop to be systematic internaliser regarding shares admitted to other regulated market, the company customers shall be informed via website of the company at www.wood.cz. 8.3. It is the company s policy to provide systematic internalization only to transactions above Standard Market Size. 8.4. The company will publish quarterly the information on execution quality of systematic internalization it provides. Article 9 Off-Book On-Exchange Executions 9.1. In certain situations the instruction may be executed during the trading hours under the rules of a trading venue but outside its order book. Article 10 Executing of FX operations related to provision of investment services 10.1. Currency conversion is offered by the company in addition to the investment services as an additional service. 10.2. The additional service of the currency conversion included in investment instruction deal gives a chance to the customer to conclude a deal in one currency and make clearing in other one, i.e. conversion of currencies is provided as the additional service. Consequence of such operations is the company's account transactions in various currencies; liquidity necessary for clearing of the deals must be provided by the Treasury department. Liquidity must be closely monitored -9-
both with respect to its current condition and development depending on clearing of the agreed deals. 10.3. Concluding and executing of FX operations for the customers is the responsibility of the Trading department. The Trading department concludes a deal with investment instrument for the customer and should clearing in currency other than local is required by the customer, the broker shall secure sufficiency of funds in the requested currency from the Treasury department. Article 11 General Provisions 11.1. The company informs its customer about the strategy via a permanent data carrier. The company receives approval of the strategy from its customers as follows: the customer approves the strategy by accepting it in the brokerage agreement or by failing to reject the same within 7 business days from receiving or entering the deal instruction. Should the company change its strategy, the customers must be informed about the change through its website www.wood.cz and sending an e-mail to the address of the customer. The customer approves change to the strategy by failing to reject the same within 7 business days of receiving of the strategy or publishing the same on its website or entering the deal instruction. 11.2. The company declares its ability to substantiate execution of the customer's instruction in compliance with the strategy within 5 business days in the Czech Republic from receiving a request for the same by the customer. 11.3. The company monitors on ongoing basis, and particularly in case of significant market changes, appropriateness of its strategy with respect to current capital market conditions. The ongoing monitoring particularly means audits by the Trading department whether the prices obtained in provision of the investment services to which the strategy applies comply with the strategy. Similar evaluation of the strategy is conducted in compliance with legislation applicable to security dealers at least annually by Compliance department. Should there be changes to the company's strategy the customers are informed as said above without undue delay. 11.4. Should the customer have a justified, reasonable and rational request with respect to specifications of facts related to the strategy, the company shall respond the request without undue delay, however by 10 business days in the Czech Republic at the latest. -10-